Rheaply Terms of Service
Last updated: January 21, 2022. Previous Terms and Conditions located here.
Rheaply, Inc. (“Rheaply“) appreciates your interest in our company and services. Each time you access or use Rheaply’s online and/or mobile services, websites (including but not limited to www.rheaply.com, the “Sites”), and/or professional services (collectively the “Services”), including, but not limited to, any products, programs, and services described in this Terms of Service (the “TOS” or “Terms”), you represent that: (a) you have read and understand our Privacy Statement; and (b) you have read and agree to this TOS.
This TOS hereby incorporates by this reference any additional terms and conditions posted by Rheaply through the Sites, or otherwise made available to you by Rheaply. By accessing or using the Site or any Rheaply product, program, or service, you agree to be bound by the TOS and additional terms and conditions posted by Rheaply through the Site or otherwise made available to you.
If you order Strategic Consultation Services, Advanced Activation Support, or other professional services then, in addition to the TOS you agree to and are bound by the Rheaply Professional Service Terms.
- SUPPORT, & SERVICE LEVELS.
- Support. Rheaply provides technical support via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm central time with the exclusion of Federal Holidays (“Support Hours”). You may initiate a helpdesk ticket by calling +1.773.828.5228, (during Support Hours) or by emailing firstname.lastname@example.org. Rheaply will use commercially reasonable efforts to respond to all helpdesk tickets within one (1) business days.
- Service Level Terms. Services via the Site(s) will be available 95% of the time, measured monthly, excluding holidays, weekends, scheduled or requested maintenance by You, outages of third party connections or utilities, and any issue/problem beyond Rheaply’s. Your sole and exclusive remedy and Rheaply’s entire liability for Service availability will be: that for each period of downtime lasting longer than six hours, Rheaply will credit You 1% of Service fees for each hour of downtime. Downtime will begin to accrue as soon as You (with notice to Rheaply) become aware that the Services are down and will continue until Service availability is restored. To receive downtime credit, You must notify Rheaply in writing within twenty four (24) hours from when downtime commenced. Failure to provide such notice will forfeit the right to receive downtime credit. Downtime credit may not be redeemed for cash and will be limited to a total of one (1) credit per day up to the equivalent of a week of Service Fees in any one (1) calendar month. Rheaply will only apply a credit to the month in which the incident occurred.
- RESTRICTIONS AND RESPONSIBILITIES
- Transactions. As an express condition to listing or otherwise transacting via the Services, You agree: (a) to accurately describe the items or services listed; (b) to not manipulate or attempt to manipulate third party listings; (c) to maintain accurate account information and to be responsible for Your User Content (as defined below); (d) to consummate transactions once listings are validly exchanged, traded or donated; and (e) to otherwise comply with these Terms and applicable law.
- Registration and Account. Accessing the Services requires registration and account creation. You are responsible for maintaining the confidentiality of user names, passwords, security questions and answers, or other account identifiers associated with Your account, and for all activities that occur under Your account with or without Your knowledge or consent. You agree to promptly notify Rheaply of any unauthorized use of Your account.
(a) do not have a paid subscription for the Services, and
(b) have no relationship to you and/or your organization
solely to view, interact, and/or transact with you and your User Content (“Invitees”). You warrant and represent that you have permission to contact Invitees and agree to indemnify Rheaply for any costs, damages, expenses, or claims incurred by Rheaply for invitations you send via your Account. Invitees will be subject to these Terms and will have limited access to the Services, as may be determined by Rheaply in its sole discretion. Rheaply reserves the right to remove or deny access to any Invitee at any time, in its sole discretion.
- You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.
- Compliance with Law. As a condition of your use of the Services, You agree to comply with all applicable laws, rules, and regulations (including institutional policies) in effect in the location from which You access the Services. You represent, covenant, and warrant that your employees and agents will use the Services only in compliance with these Terms and all applicable laws and regulations. Although Rheaply has no obligation to monitor Your use of the Services, Rheaply may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
- You will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You will also be responsible for maintaining the security of the Equipment.
- You may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
- Interference. As a condition of Your use of the Services, You agree not to interfere with the operation of the Services or to attempt to circumvent any technical measures of the Services. Use of bots or other automated means to access or use the Services is strictly prohibited.
- PUBLICITY. Subject to your advance written approval of such use, You hereby grants Rheaply the limited right and license to use your name and logo in its marketing materials/activities, including, but not limited to Rheaply’s website(s), interviews and press releases, and case studies of the Services.
- CONFIDENTIALITY; PROPRIETARY RIGHTS
- Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has or may disclose business, technical, or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). The parties agree that the terms of the Agreement are confidential and will be deemed Proprietary Information. Proprietary Information of Rheaply includes non-public information regarding features, functionality and performance of the Service and the Software. Your Proprietary Information includes non-public data provided by You to Rheaply to enable the provision of the Services (“Your Data”). The Receiving Party agrees: (i) to take commercially reasonable precautions to protect such Proprietary Information and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that (a) is or becomes generally available to the public (other than as a result of a breach hereof), or (b) was in Receiving Party’s possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to Receiving Party without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
- You will own all right, title and interest in and to Your Data, as well as any data that is based on or derived from Your Data and provided to You as part of the Services. Rheaply will own and retain all right, title and interest in and to (i) the Services and Software, all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with Professional Services or support, and (iii) all intellectual property rights related to any of the foregoing.
- Notwithstanding anything to the contrary, Rheaply will have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Your Data and data derived therefrom), and Rheaply will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
- PAYMENT OF FEES. You will pay Rheaply the fees described in the applicable Order Form and/or Statement of Work for the Services (the “Fees”). Annual Fees will be payable in advance on the first day of the applicable service year (with the first payment due on the first day of the Initial Term). Unpaid amounts are subject to a finance charge of 1% per month on any outstanding balance, or the maximum permitted by law.
- In addition to any other remedies it may have, either party may also terminate the Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches the Agreement. All sections of the Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. Rheaply reserves the right, without notice and in its sole discretion, to terminate your license to use the Services, and to block or prevent your future access to and use of the Services.
- If You terminate the Agreement prior to the expiration of the term outlined in the Order Form and/or Statement of Work, other than as a result of Rheaply’s material breach of the Agreement and Rheaply fails to cure such material breach within sixty (60) days notice, in order to compensate Rheaply for lost revenue, You agree to pay as liquidated damages the amount of the fees remaining due under the Term of the Agreement. You will promptly pay the amount upon written notice.
- Infringement; Digital Millennium Copyright Act. Allegedly infringing materials on the Services may be removed or suspended in our discretion or as required by law. Repeated infringement by any user may result in a termination of that user’s access to and use of the Services. The Digital Millennium Copyright Act of 1998 provides recourse for copyright owners who believe that material posted on Internet sites infringes their rights under U.S. copyright law. If you believe that items, information or other materials appearing on the Services infringes your copyright, you may send a notice requesting that the item, information or material be removed, or access to it blocked, to: email@example.com.
- Intellectual Property Rights. All material on the Services is owned or licensed by Rheaply and is protected by United States and international intellectual property laws. The text, images, graphics, and their arrangement on the Services are all subject to copyright and other intellectual property protection. The Services contains copyrights, trademarks, and other intellectual property rights owned by Rheaply or third parties that have licensed their materials to us. Rheaply reserves all of its intellectual property rights in the Services, and these Terms do not grant you any right or license with respect to any such intellectual property. You may not copy, reproduce, modify, republish, transmit or distribute any such intellectual property without our express written permission.
- Data Security. No security program is impenetrable and criminals have proven adept at circumventing widely-adopted security safeguards, so we take reasonable industry standard precaution to protect your information, but cannot and do not guarantee the security of personal information You transmit to us. Accordingly, You acknowledge that You do so at your own risk.
- WARRANTY AND DISCLAIMER. Rheaply will use commercially reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and will perform any Professional Services, as agreed in an Order Form and/or SOW, in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Rheaply or by third-party providers, or because of other causes beyond Rheaply’s reasonable control, but Rheaply will use reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. However, Rheaply does not warrant that the Services will be uninterrupted or error free.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE SERVICES AND ALL CONTENT AVAILABLE VIA THE SERVICES ARE PROVIDED ON AN “AS IS” AND AS AVAILABLE WITH ALL FAULTS BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RHEAPLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND IN CONNECTION THEREWITH, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, RHEAPLY DOES NOT WARRANT THAT YOUR USE OF THE SERVICES, OR THE OPERATION OR FUNCTION OF THE SERVICES, ANY COMPONENT THEREOF, OR ANY SERVICES OFFERED IN CONNECTION THEREWITH: WILL BE UNINTERRUPTED OR ERROR FREE; THAT DEFECTS THEREWITH WILL BE CORRECTED; OR THAT THE SERVICES OR ITS SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS. ALTHOUGH RHEAPLY ENDEAVORS TO PROVIDE CURRENT, ACCURATE, AND RELIABLE INFORMATION ON THE SERVICES, IT DOES NOT WARRANT, OR MAKE ANY REPRESENTATIONS REGARDING THE ACCURACY, RELIABILITY OR ANY USE OF USER CONTENT OR OTHER INFORMATION ON THE SERVICES. RHEAPLY EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR THE ACCURACY, CONTENT, AVAILABILITY OF USER CONTENT OR INFORMATION, PRODUCTS, SERVICES, PRIVACY OR SECURITY PRACTICES OR MERCHANDISE FOUND ON THIRD PARTY SITES THAT LINK TO OR FROM THE SERVICES. RHEAPLY CANNOT BE HELD RESPONSIBLE FOR THE MATERIAL CONTAINED ON THIRD PARTY SITES.
- Rheaply hereby agrees to indemnify and hold You harmless from damages, losses, liabilities, settlements and expenses, including without limitation costs and attorneys’ fees (“Losses”), resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Rheaply is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume control over defense and settlement.
- As a condition of your use of the Services, You agree to indemnify and hold harmless Rheaply and its officers, directors, employees, independent contractors, stockholders, agents, and affiliates, from and against all claims, liabilities, losses, expenses, damages and costs (including reasonable attorneys’ fees and costs) resulting from your violation of the Agreement, any violation by you of the rights of any third party, Your User Content or your use of or inability to use the Services.
- LIMITATION OF LIABILITY AND RELEASE
- UNDER NO CIRCUMSTANCES WILL RHEAPLY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, INDEPENDENT CONTRACTORS, STOCKHOLDERS, AGENTS, OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON ANY CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES. IN THE EVENT OF ANY PROBLEM WITH THE SERVICES, YOU AGREE YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE SERVICES. UNDER NO CIRCUMSTANCES WILL RHEAPLY BE LIABLE FOR YOUR USE OF THE SERVICES. EXCEPT FOR RHEAPLY’S INDEMNIFICATION OBLIGATIONS, RHEAPLY’S LIABILITY UNDER THE AGREEMENT IS LIMITED TO THE TOTAL AMOUNT OF FEES PAID DURING THE PRIOR TWELVE (12) MONTH PERIOD HEREUNDER. EXCEPT FOR YOUR INDEMNIFICATION OBLIGATIONS, YOUR LIABILITY UNDER THE AGREEMENT IS LIMITED TO ONE MILLION DOLLARS. THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND WITHOUT IT THE TERMS WOULD BE DIFFERENT. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THIS SECTION WILL NOT APPLY ONLY IF AND TO THE EXTENT THAT THE LAW OR A COURT OF COMPETENT JURISDICTION REQUIRES LIABILITY UNDER APPLICABLE LAW BEYOND AND DESPITE THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS HEREIN. RHEAPLY RESERVES THE RIGHT TO ALTER OR REMOVE THE CONTENT OF THE SERVICES OR SUSPEND OR TERMINATE YOUR USE AT ANY TIME WITHOUT PRIOR NOTIFICATION, AND WILL NOT BE LIABLE ANY CONSEQUENCES OF SUCH CHANGES. RHEAPLY RESERVES THE RIGHT TO CHANGE, REVISE, OR DISCONTINUE ANY FEATURE OR FUNCTIONALITY OF THE SERVICES AT ANY TIME WITHOUT PRIOR NOTICE.
- Rheaply does not have, and will not take, title to, or an ownership interest in, any of the listings on the Site(s). Any contract for exchange, trade or donation on the Site(s) is strictly between You. Rheaply is not and will not be directly involved in any transaction between users. IT IS EXPRESSLY AGREED THAT RHEAPLY CAN NOT AND WILL NOT EXERCISE ANY CONTROL OVER THE QUALITY, SAFETY, OR LEGALITY OF THE ITEMS OR SERVICES LISTED ON THE RHEAPLY’S ASSET EXCHANGE MANAGER. YOU AND ITS USERS ARE RESPONSIBLE FOR VERIFYING THE QUALITY, SAFETY, OR LEGALITY OF THE LISTINGS ON THE SERVICES. RHEAPLY PROVIDES ONLY THE “SERVICE” VIA WHICH USERS INTERACT, AND IS NOT PARTY TO ANY ACTUAL TRANSACTION BETWEEN USERS. YOU WILL BE RESPONSIBLE FOR, AND HEREBY RELEASES RHEAPLY FROM ALL LIABILITY RELATING TO, ANY LOSSES ARISING FROM YOUR USE OF THE SERVICES IN VIOLATION OF THE AGREEMENT.
- Links to Other Websites. The Site(s) may include links to other sources. Rheaply has neither reviewed the contents of these third-party websites nor claims any responsibility for the content or suitability of these third-party websites. Rheaply makes no express or implied warranty about the accuracy, copyright compliance, legality, merchantability, or any other aspect of the content of such links. The inclusion of links does not imply endorsement of the websites by Rheaply or any association therewith.
- MISCELLANEOUS. If any provision of the Agreement is found to be invalid, void, or unenforceable, such provision will be construed in such a manner that would make such provision valid or enforceable. If it is not possible to construe such provision in such a manner, then only such provision will be stricken without affecting the enforceability of the remaining provisions of the Agreement. The Agreement is not assignable, transferable or sublicensable by You (other than to an affiliate thereof) except with Rheaply’s prior written consent. The Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Agreement. No agency, partnership, joint venture, or employment is created as a result of the Agreement. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees. All notices under the Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed by the recipient, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. The Agreement will be governed by the laws of the United States of America and the State of Illinois without regard to its conflicts of laws principles. Any legal action or proceeding arising from or related to the Site(s) will be brought exclusively in a federal or state court of competent jurisdiction sitting in the city of Chicago, Illinois. The parties agree that any dispute of any kind arising out of the Agreement or the Services be resolved through binding arbitration pursuant to the American Arbitration Association (“AAA”) in accordance with AAA Commercial Arbitration Rules (www.adr.org/commercial) and Supplementary Procedures for Consumer-Related Disputes (www.adr.org/consumer). Any claim must be brought on an individual basis with no class relief. This provision will also be construed as a written agreement to arbitrate a dispute of any kind between You and Rheaply that may arise from the Services. The parties agree this section satisfies the writing requirement of the Federal Arbitration Act. The hearing will be conducted in Chicago, Illinois. This section will not apply to disputes that are not arbitrable as a matter of applicable law. The Services are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject Rheaply or its affiliates to any registration requirement within such jurisdiction or country. Any offer for any listing is void where prohibited. Access to and use of the Services is strictly limited to individuals with capacity to enter into legally binding contracts.
- Contact Information. Please contact us if You have any questions or concerns about these Terms: firstname.lastname@example.org.